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TUESDAY MORNING CORP/DE FILES (8-K) Disclosing Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits

July 29, 2014

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 28, 2014, the Board of Directors (the "Board") of Tuesday Morning Corporation (the "Company"), upon recommendation of the Nominating and Governance Committee of the Board, elected Jim Wade to serve as an independent director of the Company, effective July 29, 2014. Mr. Wade was elected to serve until his term expires at the Company's next annual meeting of stockholders to be held in 2014 and until his successor is duly elected and qualified, or until his earlier death, resignation, retirement or removal. Mr. Wade will serve on the Audit Committee. There are no understandings or arrangements between Mr. Wade and any other person pursuant to which he was selected to serve as a director of the Company and there are no reportable transactions under Item 404(a) of Regulation S-K. In conjunction with the appointment of Mr. Wade to the Board, he will be awarded shares of restricted stock valued at $70,000 on the date of grant.

Mr. Wade will receive compensation for his service on the Board in accordance with the Company's standard compensatory arrangements for independent directors.

These arrangements include an annual cash retainer in the amount of $50,000 and an annual restricted stock award valued at $70,000. As a member of the Audit Committee, Mr. Wade will receive an annual cash retainer in the amount of $10,000. In addition, Mr. Wade will be reimbursed for his out-of-pocket expenses incurred in attending Board meetings and will receive the standard 20% discount on merchandise purchases provided to all of the Company's employees.

Item 7.01. Regulation FD Disclosure.

On July 29, 2014, the Company issued a press release announcing the appointment of Jim Wade as an independent director of the Company. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished in this Item 7.01 - "Regulation FD Disclosure" of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit Number Description 99.1 Press Release of Tuesday Morning Corporation dated July 29, 2014 2


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Source: Edgar Glimpses

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